How to Buy a Business With No Money Down: SBA 7(a), Seller Financing & Earn-Outs in 2026

1. The 3 "No Money Down" Structures That Actually Close
A) SBA 7(a) 10% Rule (Most Common) - 90% Debt / 5% Seller / 5% Buyer
SBA SOP 50 10 7.1 allows equity injection to be 10% total if seller note is on full standby for 2+ years and no payment before SBA. Example:
| Source | Amount on $500k Price | Terms |
|---|---|---|
| SBA 7(a) Loan | $450,000 (90%) | 10yr, Prime + 2.75%, ~11.25% 2026 |
| Seller Note (Standby) | $25,000 (5%) | 10yr, 6%, no payments for 2 years, standby agreement |
| Buyer Cash | $25,000 (5%) | Your skin in game |
Lenders: Live Oak, Celtic, Byline, Newtek, Huntington. You need 650+ credit, business cash flows 1.25x DSCR.
B) 100% Seller Financing (Owner Will Carry)
Retiring owners (60+) of $200k-$600k SDE businesses often carry 70-100% if you have industry experience. Terms: 4-6 years, 6-8%, 10% down still typical. True 0% down only if business is distressed or you assume heavy risk. Protect with: personal guarantee cap, inventory included, non-compete 3yr/50 miles.
C) Earn-Out + Seller Note (Performance-Based)
Pay 60% at close (SBA), 20% seller note, 20% earn-out based on revenue/SDE retention over 12-24 months. Example: HVAC business $800k SDE: $400k at close, $200k seller note 5yr, $200k earn-out if revenue >90% of trailing 12m. Reduces your upfront risk.
See Businesses Eligible for SBA 10% Down
Browse live listings pre-screened for SBA financing. Filter by SDE $100k-$1M, owner willing to carry 5% on standby.
View live USA businesses for sale →2. SBA 7(a) No Money Down - Lender Checklist
- DSCR ≥ 1.25x on SDE: If SDE $200k, debt service max $160k/yr. At 10yr 11.25%, $450k loan = ~$75k/yr, passes.
- Equity: 5% cash must be unborrowed, seasoned 60 days. Gift allowed from family with gift letter.
- Seller Standby: Use SBA Form 155 - standby for full loan term or at least 2 years, no payments. Lender will provide template.
- Collateral: All business assets + personal RE if equity >25%. No RE? Still fundable.
- Experience: Resume showing management or direct industry. No experience? Add advisor or seller transition 3-6 months.
3. Negotiation Script for 5% Seller Carry
"Mr. Seller, bank requires 10% equity. I have 5% cash. Would you consider carrying 5% ($25k) on full standby for 2 years at 6%? You'll be second position, but you get full price $500k, and I can close in 45 days with SBA. Alternative is me walking and you staying listed 6 more months."
Works 70% of time on listings 120+ days old.
4. Red Flags - When No Money Down = Trap
- SDE < $100k with 100% financing = you cannot pay yourself + debt
- Owner working 60 hrs, no manager: you buy a job, not a business
- Customer concentration >30% one client
- Lease <3 years left, no renewal option
- Add-backs >25% of SDE = inflated SDE
5. Stack Order: How to Close in 45-60 Days
- Day 1-7: Pre-qualify with Live Oak / Celtic (soft pull, no cost)
- Day 7-14: LOI with 5%/5% structure, 30-day due diligence, financing contingency
- Day 14-35: Due diligence (use our 28-point checklist) + QOE if >$1M
- Day 35-55: SBA underwriting, appraisal, business valuation (SBA requires)
- Day 55-60: Close via escrow attorney, seller standby docs recorded
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